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|   |    | Supreme Court. A Tax Indemnitee shall not be required to contest, or to continue to contest, a claim for Taxes under this Section 5.9 if (v) in the case of a contest that is not a
Lessee-Controlled Contest, the amount of Taxes at issue and subject to indemnification under Section 5.7 is less than $25,000 and the amount of Taxes at issue for which Lessee may have liability (whether directly for its own account, pursuant to
indemnification obligations under Section 5.7, or otherwise) is in the aggregate less than $50,000, or (w) such action would result in a risk of imposition of criminal liability on any Tax Indemnitee or a material risk of any sale, forfeiture, or
loss of, or the creation of a lien (other than a Permitted Lien) against, the Aircraft, the Airframe, any Engine or any Part, or (x) Lessee shall not have furnished, at Lessee’s expense, an opinion of independent tax counsel (in the case of a
Lessee-Controlled Contest, selected by Lessee and reasonably satisfactory to the applicable Tax Indemnitee; in the case of a contest that is not a Lessee-Controlled Contest, selected by the applicable Tax Indemnitee and reasonably satisfactory to
Lessee) that a reasonable basis exists for such contest, or (y) an Event of Default shall be continuing (unless Lessee shall have provided security reasonably satisfactory to the applicable Tax Indemnitee securing Lessee’s performance of its